0001421517-22-000082 DEFR14A 2 20220603 20220603 Energy Recovery, Inc. 0001421517 3559 010616867 DE 1231 DEFR14A 34 001-34112 22995061 1717 DOOLITTLE DRIVE SAN LEANDRO CA 94577 (510) 483-7370 1717 DOOLITTLE DRIVE SAN LEANDRO CA 94577 DEFR14A 1 schedule14a-2022amendment1.htm FORM DEF 14A - 2022 (AMENDMENT 1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive additional materials ? Soliciting material under Rule 14a-12 [[Image Removed: eri_logoxhx4ca.jpg]] Energy Recovery, Inc. (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): ? No fee required. ? Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transactions applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0­11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: ? Fee paid previously with preliminary materials: ? Check box if any part of the fee is offset as provided by Exchange Act Rule 0­11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount previously paid: (2) Form, Schedule or Registration Statement No. (3) Filing Party: (4) Date Filed: -------------------------------------------------------------------------------- [[Image Removed: eri_logoxhx4ca.jpg]] SUPPLEMENT DATED JUNE 3, 2022 TO THE PROXY STATEMENT DATED APRIL 25, 2022 FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD THURSDAY, JUNE 9, 2022 On April 25, 2022, Energy Recovery, Inc. (“Energy Recovery”) filed a definitive proxy statement (the “Proxy Statement”) with the Securities and Exchange Commission in connection with its 2022 Annual Meeting of Stockholders to be held on June 9, 2022. Energy Recovery is providing this supplement to amend and supersede the Proxy Statement as it was previously filed with respect to footnote (1) to the table on page 26 of the Proxy Statement setting forth the anticipated composition of the Nominating and Corporate Governance Committee after the 2022 Annual Meeting. Subsequent to the filing of the Proxy Statement, the Board of Directors of Energy Recovery has determined that Arve Hanstveit will remain the Chair of the Nominating and Corporate Governance Committee upon the conclusion of the 2022 Annual Meeting. The table below includes an updated footnote (1) to set forth the anticipated composition of the Nominating and Corporate Governance Committee upon the conclusion of the 2022 Annual Meeting. Except as described in this supplement, the information provided in the Proxy Statement continues to apply. This supplement should be read in conjunction with the Proxy Statement. Nominating and Corporate Governance Committee Current Members: All Independent (1) Key Responsibilities: Arve Hanstveit (Chair) •Identify and recommend to the Board, nominees to serve on the Olav Fjell Board. Sherif Foda •Monitor the independence of directors of the Board and Board Pamela L. Tondreau Committees. •Oversees the Board and Board Committees annual evaluation process. Meetings in 2021: 6 •Develop and oversees compliance with the Company’s corporate governance functions, including the procedures for compliance with The Board has determined that each significant applicable legal, ethical and regulatory requirements member is independent under NASDAQ that impact corporate governance. rules. •Review and makes recommendations to the Board with respect to the Company’s corporate governance practices. •CEO succession planning. •Senior Management succession planning. (1)As of the Record Date. Upon the 2022 Annual Meeting, and assuming the Director Nominees are each elected, the Nominating and Corporate Governance Committee will consist of the following directors: Arve Hanstveit (Chair), Sherif Foda, Lisa A. Pollina and Pamela L. Tondreau.